What changed in this filing

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Item 1. Business

2022-03-30 compared with 2021-03-19 · 93 added, 81 removed, 16 unchanged (92% of the section changed)

FRP Holdings, Inc., a Florida corporation (the

“Company”) was incorporated on April 22, 2014 in connection with a corporate reorganization that preceded the Spin-off

of Patriot Transportation Holding, Inc.

FRP Holdings, Inc., a Florida corporation (the “Company”)

was incorporated on April 22, 2014 in connection with a corporate reorganization that preceded the Spin-off of Patriot Transportation

Holding, Inc.

The Company’s predecessor issuer was formed on July 20, 1998.

The business of the

Company is conducted through our wholly-owned subsidiaries FRP Development Corp., a Maryland corporation, and Florida Rock Properties,

Inc., a Florida corporation, and the various subsidiaries of each.

The business of the Company is conducted through our

wholly-owned subsidiaries FRP Development Corp., a Maryland corporation, and Florida Rock Properties, Inc., a Florida corporation, and

the various subsidiaries of each.

Our Business.

The Company is a holding

company engaged in various real estate businesses.

The Company is a holding company

engaged in various real estate businesses.

Our business segments are:

(i) leasing and management of commercial properties

owned by the Company (the “Asset Management Segment”), (ii) leasing and management of mining royalty land owned by

the Company (the “Mining Royalty Lands Segment”), (ii) real property acquisition, entitlement, development and construction

primarily for apartment, retail, warehouse, and office buildings either alone or through joint ventures (the “Development

Segment”), (iv) ownership, leasing and management of buildings through joint ventures (the “Stabilized Joint Venture

(i) leasing and management of commercial properties owned by the

Company (the “Asset Management Segment”), (ii) leasing and management of mining royalty land owned by the Company (the “Mining

Royalty Lands Segment”), (iii) real property acquisition, entitlement, development and construction primarily for apartment, retail,

warehouse, and office buildings either alone or through joint ventures (the “Development Segment”), (iv) ownership, leasing

and management of buildings through joint ventures (the “Stabilized Joint Venture Segment”).

The Asset Management Segment owns, leases and

manages commercial properties.

The Company completed the disposition of 40 industrial warehouse properties and three additional

land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P.

The Company completed the disposition of 40 industrial warehouse properties and three additional land

parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P.

for $347.2 million on May 21, 2018 and sold an additional

industrial warehouse property to the same buyer on June 28, 2019 for $11.7 million, leaving only two commercial properties and

one recent industrial acquisition (Cranberry Run Business Park, which we purchased in 2019) in the Asset Management Segment.

July 2020 we sold our property located at 1801 62 nd Street, our most recent spec building in Hollander Business Park,

which we acquired on April 1, 2019.

Our overall business strategy includes the re-deployment of the warehouse portfolio sales proceeds

into asset classes across various business segments that will allow management to exploit its knowledge and expertise, including

mixed-use properties, raw land, existing buildings, and strategic partnerships located in core markets with growth potential.

Our Mining Royalty Lands Segment owns several

properties comprising approximately 15,000 acres currently under lease for mining rents or royalties and an additional 4,280 acres

through our Brooksville joint venture with Vulcan Materials.

Other than one location in Virginia, all of our mining properties

are located in Florida and Georgia.

Our Development Segment owns and continuously

monitors the “highest and best use” of parcels of land that are in various stages of development.

strategy for this segment is to convert all of our non-income producing property into income-producing property through (i) an

orderly process of constructing new apartment, retail, warehouse, and office buildings to be operated by the Company or (ii) a

sale to, or joint venture with, third parties.

Additionally, our Development Segment will form joint ventures on new developments

of land not previously owned by the Company.

Since 1990, one of our primary strategies in this segment has been to acquire, entitle

and ultimately develop commercial and industrial business parks providing 5–15 building pads which we typically convert into

warehouse or office buildings.

To date, our management team has converted 30 of these pads into developed buildings.

practice has been to transfer these assets to the Asset Management Segment on the earlier to occur of (i) commencement of rental

revenue or (ii) issuance of the certificate of occupancy.

We have also occasionally sold several of these pad sites over time to

third parties.

The Stabilized Joint Venture Segment owns buildings

held for lease through joint ventures.

We intend to transfer additional joint ventures from our Development Segment into this segment

as they reach stabilization.

Stabilization occurs when our minimum percentage leased goal is achieved.

As a developer, we compete

with numerous developers, owners and operators of real estate, many of whom own properties similar to ours in the same submarkets

in which our properties are located.

industrial warehouse property to the same buyer on June 28, 2019 for $11.7 million, leaving only two commercial properties and one

industrial acquisition (Cranberry Run Business Park, which we purchased in 2019) in the Asset Management Segment.

In July 2020 we

sold our property located at 1801 62 nd Street which was placed in service on April 1, 2019.

During the fourth quarter

of 2021 we completed construction on two buildings in our Hollander Business Park.

These assets are now a part of the Asset

Management Segment.

Our overall business strategy includes the re-deployment of the warehouse portfolio sales proceeds into asset

classes across various business segments that will allow management to exploit its knowledge and expertise, including mixed-use

properties, raw land, existing buildings, and strategic partnerships located in core markets with growth potential.

Our Mining Royalty Lands Segment owns several properties

comprising approximately 15,000 acres currently under lease for mining rents or royalties and an additional 4,280 acres through our Brooksville

joint venture with Vulcan Materials.

Other than one location in Virginia, all of our mining properties are located in Florida and

Our Development Segment owns and continuously monitors

the “highest and best use” of parcels of land that are in various stages of development.

The overall strategy for this

segment is to convert all of our non-income producing property into income-producing property through (i) an orderly process of constructing

new apartment, retail, warehouse, and office buildings to be operated by the Company or (ii) a sale to, or joint venture with, third parties.

Additionally, our Development Segment will form joint ventures on new developments of land not previously owned by the Company.

1990, one of our primary strategies in this segment has been to acquire, entitle and ultimately develop commercial and industrial business

parks providing 5–15 building pads which we typically convert into warehouse or office buildings.

To date, our management team has

converted 32 of these pads into developed buildings.

Our typical practice has been to transfer these assets to the Asset Management Segment

on the earlier to occur of (i) commencement of rental revenue or (ii) issuance of the certificate of occupancy.

We have also occasionally

sold several of these pad sites over time to third parties.

The Stabilized Joint Venture Segment includes joint

ventures which own, lease and manage buildings that have met our initial lease up criteria.

We intend to transfer additional joint ventures

from our Development Segment into this segment as they reach stabilization.

Stabilization occurs when our minimum percentage leased goal

As a developer, we compete with

numerous developers, owners and operators of real estate,

many of whom own properties similar to ours in the

same submarkets in which our properties are located.

Price, location, rental space availability, flexibility of design and property management

services are the major factors that affect competition.

In the Mining Royalty Lands

Segment, we have a total of five tenants currently leasing our mining locations, and Vulcan Materials Company (“Vulcan”

or “Vulcan Materials”) accounted for 32.0% of the Company’s consolidated revenues in 2020.

An event affecting

Vulcan’s ability to perform under its lease agreements could materially impact the Company’s results.

In the Mining Royalty Lands Segment,

we have a total of five tenants currently leasing our mining locations, and Vulcan Materials Company (“Vulcan” or “Vulcan

Materials”) accounted for 23.0% of the Company’s consolidated revenues in 2021.

An event affecting Vulcan’s ability

to perform under its lease agreements could materially impact the Company’s results.

Sales and Marketing.

We use national

brokerage firms to assist us in marketing our vacant properties.

Our hands on in-house management team focuses on tenant satisfaction

during the life of the lease which we have found to be very beneficial with respect to our tenant renewal success rate over the

We use national brokerage

firms to assist us in marketing our vacant properties.

Our hands on in-house management team focuses on tenant satisfaction during the

life of the lease which we have found to be very beneficial with respect to our tenant renewal success rate over the years.

Financial Information.

Financial information

is discussed by industry segment in Note 10 to the consolidated financial statements included in the accompanying 2020 Annual Report

to Shareholders, which is incorporated herein by reference.

is discussed by industry segment in Note 10 to the consolidated financial statements included in the accompanying 2021 Annual Report to

Shareholders, which is incorporated herein by reference.

Impact of the COVID-19 Pandemic.

COVID-19 pandemic is having an extraordinary impact on the world economy and the markets in which we operate.

As an essential business,

we have continued to operate throughout the pandemic in accordance with government guidelines and orders issued by state and local

Our Dock 79 and Maren properties in Washington, D.C.

suffered the principal impacts to our business from the pandemic

during 2020 due to our retail tenants being unable to operate at full capacity, the lack of fan attendance at the Washington Nationals

baseball park, and the rent freeze on lease renewals imposed in Washington, D.C.

These restrictions and any future restrictions

imposed by any federal, state, or local government may impact our ability lease retail spaces or increase rents.

continued operations throughout the pandemic and have made every effort to act in accordance with national, state, and local regulations

and guidelines.

During 2020, Dock 79 and The Maren most directly suffered the impacts to our business from the pandemic due to our retail

tenants being unable to operate at capacity, the lack of attendance at the Washington Nationals baseball park and the rent freeze imposed

by the District.

In 2021, the Delta and Omicron variants of the virus impacted our businesses, but because of the vaccine and efforts

to reopen the economy, while still affected, they were not impacted to the extent that they were in 2020.

It is possible that this version

of the virus and its succeeding variants may impact our ability to lease retail spaces in Washington, D.C.

and Greenville.

We expect our

business to be affected by the pandemic for as long as government intervention and regulation is required to combat the threat.

Environmental Matters.

The Company incurs

costs from time to time to investigate and remediate environmental contamination on its real estate, in particular, in connection

with our Development Segment.

The Company's mining leases contain provisions under which the lessee is responsible for environmental

liabilities and reclamation of mining sites at least to the extent required by law.

The Company incurs costs

from time to time to investigate and remediate environmental contamination on its real estate, in particular, in connection with our Development

The Company's mining leases contain provisions under which the lessee is responsible for environmental liabilities and reclamation

of mining sites at least to the extent required by law.

Human Capital.

The Company employed 14 people

and was provided services by three executive officers under a related party agreement at December 31, 2021.

Our small but dedicated workforce

has extraordinarily low turnover, and the average tenure of our employee is 11.74 years.

We are committed to an inclusive and diverse

culture and do not tolerate any sort of discrimination.

We maintain a whistleblower hotline allowing employees to report complaints on

an anonymous basis.

Company Website.

The Company’s

website may be accessed at www.frpdev.com.

All of our filings with the Securities and Exchange Commission are accessible through

our website promptly after filing.

This includes annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q,

current reports filed or furnished on Form 8-K and all related amendments.

The Company’s website

may be accessed at www.frpdev.com.

All of our filings with the Securities and Exchange Commission are accessible through our website promptly

after filing.

This includes annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports filed or furnished

on Form 8-K and all related amendments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business